**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

 

**FORM 10-K**

 

 

**(Mark One)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended March 31, 2019**

**or**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                     to                    **

**333-105666-01**

**(Commission file number of Issuing Entity)**

 

 

**NISSAN MASTER OWNER TRUST RECEIVABLES**

**(Exact name of issuing entity specified in its charter)**

**Central Index Key Number of issuing entity: 0001236424**

**333-105666**

**(Commission file number of Depositor)**

**NISSAN WHOLESALE RECEIVABLES CORPORATION II**

**(Exact name of depositor as specified in its charter)**

**Central Index Key Number of depositor: 0001236416**

**NISSAN MOTOR ACCEPTANCE CORPORATION**

**(Exact name of sponsor as specified in its charter)**

**Central Index Key Number of sponsor: 0001540639**

 

 

 
**DELAWARE** **65-1184628**
**(State or other jurisdiction of incorporation**

**or organization of the Issuing Entity)**
 
**(I.R.S. Employer**

**Identification No.)**
**One Nissan Way, Franklin, Tennessee** **37067****(Address of principal executive offices)** **(Zip Code)**
**Registrant’s telephone number, including area code (615)725-1122**

**Securities registered pursuant to Section 12(b) of the Act: None**

**Securities registered pursuant to Section 12(g) of the Act: None**

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.    Yes  ☐    No  ☒ 

Indicate by check mark if the registrant is not requiredto file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.    Yes  ☒    No  ☐ 

Indicate by check mark whether the registrant hassubmitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files).    Yes  ☒    No  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 
Large Accelerated Filer: ☐  Accelerated Filer: ☐Non-Accelerated Filer: ☒  Smaller reporting company: ☐   Emerging growth company: ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct).    Yes  ☐    No  ☒ 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such commonequity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not applicable. 

Registrant has no commonequity outstanding held by non-affiliates.

 

 

 
**

**PART I**

The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:

 
*(A)*
*Item 1. Business.*

 
*(B)*
*Item 1A. Risk Factors.*

 
*(C)*
*Item 2. Properties.*

 
*(D)*
*Item 3. Legal Proceedings.*

 
*Item 1B.*
*Unresolved Staff Comments.*

Nothing to report. 

 
*Item 4.*
*Mine Safety Disclosures.*

Nothing to report. 

 
1 

**PART II**

The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:

 
*(A)*
*Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities.*

 
*(B)*
*Item 6. Selected Financial Data.*

 
*(C)*
*Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.*

 
*(D)*
*Item 7A. Quantitative and Qualitative Disclosures About Market Risk.*

 
*(E)*
*Item 8. Financial Statements and Supplementary Data.*

 
*(F)*
*Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.*

 
*(G)*
*Item 9A. Controls and Procedures.*

 
*****Item 9B.*
*Other Information.*****

Nothing to report. 

**PART III**

The following items havebeen omitted in accordance with General Instructions J(1) to Form 10-K:

 
*(A)*
*Item 10. Directors, Executive Officers and Corporate Governance.*

 
*(B)*
*Item 11. Executive Compensation.*

 
*(C)*
*Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.*

 
*(D)*
*Item 13. Certain Relationships and Related Transactions, and Director Independence.*

 
*(E)*
*Item 14. Principal Accountant Fees and Services.*

 
2 

**PART IV**

 
*****Item 15.*****
*****Exhibits and Financial Statement Schedules.*****

 
  (a)(1)  Not applicable.  (a)(2)  Not applicable.  (a)(3)  The exhibits filed in response to Item 601 of Regulation S-K are listed in Item 15(b) below.  (b)  The exhibits filed in response to Item 601 of Regulation S-K.
The following exhibits are filed as part of this annual report or, where indicated, were heretofore filed and are herebyincorporated by reference. 

 

****Exhibit****

****No.****
     3.1  Restated Certificate of Incorporation of Nissan Wholesale Receivables Corporation II (“NWRC II”) (incorporated by reference to Exhibit 3.1 of Form SF-3, dated June 20, 2019, and filed with the SEC on June 20, 2019, File No. 333-232228)  3.2  Bylaws of NWRC II (incorporated by reference to Exhibit 3.2 of Form SF-3, dated June 20, 2019, and filed with the SEC on June 20, 2019, File No. 333-232228)  4.1  Amended and Restated Indenture, dated as of October 15, 2003, between the Issuing Entity and U.S. Bank National Association (as successor to JPMorgan Chase Bank), as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.2 of Form 8-K, dated October 28, 2003, and filed with the SEC on October 28, 2003, File Nos. 333-105666 and333-105666-01)  4.2  Series 2016-A Indenture Supplement, dated as of July 19, 2016, by and between the Issuing Entity and Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated July 19, 2016, and filed with the SEC on July 19, 2016, File Nos. 333-105666 and 333-105666-01)  4.3  Series 2017-B Indenture Supplement, dated as of May 15, 2017, by and between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 16, 2017, and filed with the SEC on May 16, 2017, File Nos. 333-105666 and 333-105666-01)  4.4  Series 2017-C Indenture Supplement, dated as of November 13, 2017, by and between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated November 16, 2017, and filed with the SEC on November 16, 2017, File Nos. 333-105666 and 333-105666-01)  4.5  Series 2019-A Indenture Supplement, dated as of March 13, 2019, by and between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated March 19, 2019, and filed with the SEC on March 19, 2019, File Nos. 333-105666 and333-105666-01)10.1  Annex of Definitions, dated as of July 24, 2003, as amended and restated as of October 15, 2003 (incorporated by reference to Exhibit 4.3 of Form 8-K, dated October 28, 2003, and filed with the SEC on October 28, 2003, File Nos. 333-105666 and 333-105666-01)
 
3 

10.2
  Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003, among the Issuing Entity, NWRC II, as transferor, and Nissan Motor Acceptance Corp. (“NMAC”), as servicer(incorporated by reference to Exhibit 4.1 of Form8-K, dated October 28, 2003, and filed with theSEC on October 28, 2003, FileNos. 333-105666 and 333-105666-01)
10.3
  Amended and Restated Receivables Purchase Agreement, dated as of October 15, 2003, between NMAC, as seller, and NWRC II, as buyer (incorporated by reference to Exhibit 4.5 of Form 8-K, dated October 28, 2003, and filed with the SEC on October 28, 2003, File Nos. 333-105666 and 333-105666-01)
10.4
  Amended and Restated Administration Agreement, dated as of October 15, 2003, among the Issuing Entity, NMAC, as administrator, the Indenture Trustee and Wilmington Trust Company, as owner trustee (the “Owner Trustee”) (incorporated by reference to Exhibit 4.7 of Form 8-K, dated October 28, 2003, and filed with the SEC on October 28, 2003, File Nos. 333-105666 and333-105666-01)
10.5
  Amended and Restated Trust Agreement, dated as of October 15, 2003, between NWRC II, as transferor, and the Owner Trustee (incorporated by reference to Exhibit 4.6 of Form 8-K, dated October 28, 2003, and filed with the SEC on October 28, 2003, File Nos. 333-105666 and 333-105666-01)
10.6
  Agreement of Modifications to Transaction Documents, dated as of February 12, 2010, among the Issuing Entity, NMAC, as servicer, NWRC II, as transferor, and the Owner Trustee (incorporated by reference to Exhibit 99.2 of Form S-3/A, dated January 24, 2011, and filed with the SEC on January 24, 2011, File No. 333-166449)
10.7
  Second Agreement of Modification of Transaction Documents, dated as of May 23, 2012, among the Issuing Entity, NMAC, as servicer, NWRC II, as transferor and buyer, the Owner Trustee and the Indenture Trustee (incorporated by reference to Exhibit 10.1 of Form 8-K, dated May 24, 2012, and filed with the SEC on May 24, 2012, File Nos. 333-105666 and 333-105666-01)
10.8
  Asset Representations Review Agreement with respect to Nissan Master Owner Trust Receivables, Series 2016-A, dated as of July 19, 2016, among the Issuing Entity, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representation Reviewer”)(incorporated byreference to Exhibit 10.1 of Form 8-K, dated July 19, 2016, and filed with the SEC on July 19, 2016, File Nos. 333-105666 and 333-105666-01)
10.9
  Asset Representations Review Agreement with respect to Nissan Master Owner Trust Receivables, Series 2017-B, dated as of May 15, 2017, among the Issuing Entity, NMAC, as sponsor and servicer, and the Asset Representations Reviewer (incorporated by reference to Exhibit 10.1 of Form 8-K, datedMay 16, 2017, and filed with the SEC on May 16, 2017, File Nos. 333-105666 and333-105666-01)
10.10
  Asset Representations Review Agreement with respect to Nissan Master Owner Trust Receivables, Series 2017-C, dated as of November 13, 2017, among the Issuing Entity, NMAC, as sponsor and servicer, and the Asset Representations Reviewer (incorporated by reference to Exhibit 10.1 of Form 8-K, datedNovember 16, 2017, and filed with the SEC on November 16, 2017, File Nos. 333-105666 and 333-105666-01)
 
4 

10.11
  Asset Representations Review Agreement with respect to Nissan Master Owner Trust Receivables, Series 2019-A, dated as of March 13, 2019, among the Issuing Entity, NMAC, as sponsor and servicer, and the Asset Representations Reviewer (incorporated by reference to Exhibit 10.1 of Form 8-K, dated March 19, 2019, and filed with the SEC on March 19, 2019, File Nos. 333-105666 and 333-105666-01)
10.12
  Amendment to Amended and Restated Transfer and Servicing Agreement, dated as of April 24, 2017, between NWRC II, as transferor, NMAC, as servicer, and the Owner Trustee (incorporated byreference to Exhibit 10.1 of Form8-K, dated April 24, 2017, and filed with the SEC onApril 24, 2017, File Nos. 333-105666 and333-105666-01)
10.13
  Second Amendment to Amended and Restated Transfer and Servicing Agreement, dated as of October 25, 2017, among NWRC II, as transferor, NMAC, as servicer, and the Owner Trustee (incorporated by reference to Exhibit 10.1 of Form 8-K, dated October 27, 2017, and filed with the SEC on October 27, 2017, File Nos. 333-105666 and 333-105666-01)
10.14
  First Amendment to Amended and Restated Trust Agreement, dated as of October 25, 2017, between NWRC II, as transferor, and the Owner Trustee (incorporated by reference to Exhibit 10.2 of Form 8-K, dated October 27, 2017, and filed with the SEC on October 27, 2017, File Nos. 333-105666 and 333-105666-01)
10.15
  Supplement to Amended and Restated Indenture, dated as of March 27, 2018, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 10-D, dated March 29, 2018, and filed with the SEC on March 29, 2018, File No. 333-105666-01)
10.16
  Omnibus Supplement to Indenture Supplements, dated as of June 25, 2018, between NWRC II, as transferor, NMAC, as servicer, and the Issuing Entity, and consented to by the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 10-D, dated June 26, 2018, and filed with the SEC on June 26, 2018, File No. 333-105666-01)
10.17
  Third Amendment to Amended and Restated Transfer and Servicing Agreement, dated as of March 13, 2019, among NWRC II, as transferor, NMAC, as servicer, and the Owner Trustee (incorporated by reference to Exhibit 10.2 of Form 8-K, dated March 19, 2019, and filed with the SEC on March 19, 2019, File Nos. 333-105666 and 333-105666-01)
31.1
  Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d)
33.1
  Report on Assessment of Compliance With Applicable Servicing Criteria for Asset-Backed Securities of Nissan Motor Acceptance Corporation 
33.2
  Management’s Assertion on Compliance With Regulation AB (U.S. Bank National Association) 
34.1
  Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) 
34.2
  Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) 
35.1
  Servicer Compliance Statement of Nissan Motor Acceptance Corporation 
 
 (c)
Not applicable. 

 
5 

*Item 16.*
 *Form 10-K Summary.* *Not applicable.*
**SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE**

**WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:**

*Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets.*

Nothing to report. 

*Items 1114(b)(2) ofRegulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.*

Nothing to report. 

*Items 1115(b) of Regulation AB. Certain Derivatives Instruments.*

Nothing to report. 

*Item 1117 ofRegulation AB. Legal Proceedings.*

The Indenture Trustee, U.S. Bank, National Association, has provided the information containedin the following six paragraphs for purposes of compliance with Regulation AB. 

In the last several years, U.S. Bank National Association(“U.S. Bank”) and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints, primarily filed byinvestors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements forthese RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notifysecurityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default. Currently, U.S. Bank is a defendant inmultiple actions alleging individual or class action claims against it. 

U.S. Bank denies liability and believes that it has performed itsobligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However,U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. 

On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securitiesbacked by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and threeother institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned *The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al.*,C.A. No. 2018-0167-JRS (Del. Ch.). The complaint, which was later amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendantsconcerning administration of the trusts and servicing of the student loans. 

 
6 

U.S. Bank believes that it has performed its obligations as indenture trustee and specialservicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs (the “Governing Agreements”), and accordingly that the claims against it in the lawsuit are without merit. 

U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules12(b)(1) and 12(b)(6) or, in the alternative, U.S. Bank requested a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are being litigated. On November 7, 2018, the Court ruled that the case should bestayed in its entirety pending resolution of the first-filed cases. 

U.S. Bank intends to continue to defend this lawsuit vigorously. 

*Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.*

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K inreliance on the Instruction to Item 1119. 

*Item 1122 of Regulation AB. Compliance with applicable Servicing Criteria.*

Nissan Motor Acceptance Corporation (the “Servicer”) and the Indenture Trustee (collectively, the “Servicing Parties”) haveeach been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with theservicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicing Parties has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which Attestation Reports are also attached asexhibits to this Form 10-K. None of the Assessment Reports or the related Attestation Reports has identified any material instance of noncompliance with the servicing criteria applicable to the ServicingParties. 

*Item 1123 of Regulation AB. Servicer Compliance Statement.*

The Servicer has provided a statement of compliance for the reporting period, signed by an authorized officer. The Compliance Statement isattached as an exhibit to this Form 10-K.

**Supplemental information to be furnished withReports Filed Pursuant to Section 15(d) of the Act by Registrants which have not Registered Securities Pursuant to Section 12 of the Act.**

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders, and the registrant doesnot presently contemplate sending any such materials subsequent to the filing of this annual report on Form 10-K.

 
7 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized. 

 
NISSAN MASTER OWNER TRUST RECEIVABLESBy: 
Nissan Motor Acceptance Corporation,

as servicer
 By: 
      /s/ Kevin J. Cullum
  Kevin J. Cullum  President and Chief Executive Officer  (senior officer in charge of the servicing function)
Date: June 28, 2019